twelfth annual report 2014-2015 - facor steel · twelfth annual report 2014-15 12 1 facor steels...

FACOR STEELS LIMITED

TWELFTHANNUAL REPORT

2014-2015(ABRIDGED)

CONTENTS:

Notice to Members ................................................................ 1 Auditor’s Report on Abridged Financial Statements ............... 34

Director’s Report ................................................................... 5 Abridged Balance Sheet, Statement of Profit & Loss ............. 38

............................................................................................... Note of the Abridged Financial Statements ............................ 41

............................................................................................... Principal Addresses of the Company .................................... 48

Board of Director

Narayandas SarafChairman

M. D. SarafVice-Chairman & Director

Vinod SarafManaging Director

Anurag Saraf

A. S. Kapre

M. B. Thaker

Mohandas S. Adige

K.A. Pardhi

Champaka Rangachari

Bankers

Bank of India

Central Bank of India

State Bank of India

Syndicate Bank

State bank of Bikaner & Jaipur

Indian Overseas Bank

Solicitors

Mulla & Mulla ans Craige Blunt & Caroe

Auditors

SALVE & Co.Chartered Accountants

Internal Auditors

M. M. Jain & AssociatesChartered Accountants

Cost Auditors

S.K. Phatak & Co.Cost Accountants

Registrars & Share Transfer Agents

(for Both Physical & Electronic)

Link Intime India Pvt. Ltd.

C-13 Pannalal Silk Mills

Compound, LBS Marg,

Bhandup (W),

MUMBAI-400 078

Phone No. 022-2594 6970

Fax No, 022-2594 26970

E-mail: [email protected]

COPORATE INFORMATION

TWELFTHANNUAL REPORT2014-15

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Facor Steels Limited

Notice to Members

Notice is hereby given that the TWELFTH ANNUALGENERAL MEETING of the Members of the Company willbe held at the Registered Office of the Company at 46 A & B,MIDC, Industrial Estate, Hingna Road, Nagpur- 440 028 onMonday the 28th of September, 2015 at 2.30 P.M to transact,with or without modification as may be permissible, thefollowing business:

ORDINARY BUSINESS:

1. To receive, consider and adopt the Financial Statementsof the Company for the year ended 31st March 2015,including Audited Balance Sheet and Statement of Profitand Loss for the year ended on that date and the Reportsof the Board of Directors and the Auditors thereon.

2. To appoint a Director in the place of Mr. Narayandas Saraf(DIN: 00006260), who retires from Office by rotation and,being eligible, offers himself for re-appointment.

3. To appoint a Director in the place of Mr. Anurag M. Saraf(DIN: 00009691), who retires from Office by rotation and,being eligible, offers himself for re-appointment.

4. To consider and, if thought fit, to pass the followingresolution which will be proposed as an OrdinaryResolution:

“RESOLVED THAT in accordance with the provisionsof Section 139, 142 and other applicable provisions, ifany, of the Companies Act, 2013 read with the Companies(Audit and Auditors) Rules, 2014 (including any statutorymodification(s) or re-enactments therefore for the timebeing in force), appointment of M/s Salve & Company,Chartered Accountants, (Regn. No. 109003W), asStatutory Auditors of the Company, which was approvedby the shareholders for a period 3 years from theconclusion of the 11th Annual General Meeting held on11th September, 2014 be and is hereby ratified at this12th Annual General Meeting of the Company and theyare, therefore, to continue to hold office from theconclusion of this Annual General Meeting till theconclusion of the 14th Annual General Meeting of theCompany at such remuneration plus service tax asapplicable and reimbursement of expenses incurred bythem incidental to their functions, as shall be fixed bythe Board of Directors of the Company. The appointmentof the Auditors shall be subject to ratification by membersin every subsequent Annual General Meeting till theconclusion of the 14th Annual General Meeting.”

SPECIAL BUSINESS:

5. To consider and if thought fit, to pass with or withoutmodification(s), the following resolution as an Ordinary

Resolution:

“RESOLVED THAT pursuant to the provisions ofSections 149, 152 read with Schedule IV and all otherapplicable provisions of the Companies Act, 2013 andthe Companies (Appointment and Qualification ofDirectors) Rules, 2014 (including any statutorymodification(s) or re-enactment thereof for the time beingin force) and Clause 49 of the Listing Agreement, Mrs.Champaka Rangachari (DIN No. 00701676), a non-executive Independent Woman Director of the Company,who has submitted a declaration that she meets thecriteria for independence as provided in Section 149(6)of the Act and who is eligible for appointment and wasappointed as an Additional Director w. e. f. 30th March,2015 pursuant to the provisions of Section 161(1) of theCompanies Act, 2013 and the Articles of Association ofthe Company and who holds office up to the date of thisAnnual General Meeting and in respect of whom theCompany has received a notice in writing under Section160 of the Companies Act, 2013 from a memberproposing her candidature for the office of Director, beand is hereby appointed as an Independent WomanDirector of the Company, to hold office for 5 (five)consecutive years with effect from 30th March, 2015 upto 29th March, 2020.”

Registered Office: By ORDER OF THE BOARD46 A & B, MIDC,Industrial Estate,Hingna Road, Vinod SarafNagpur – 440028 Managing Director

Dated: 5th August, 2015Place: Nagpur

NOTES:

1. The Explanatory Statement pursuant to Section 102 ofthe Companies Act, 2013, which sets out details relatingto Item no. 5 at the meeting, is annexed hereto.

2. The Register of Members and the Share Transfer booksof the Company will remain closed from Tuesday, 22nd

September, 2015 to Monday, 28th September, 2015 (bothdays inclusive) for annual closing.

3. A MEMBER ENTITLED TO ATTEND AND VOTE ATTHE MEETING IS ENTITLED TO APPOINT A PROXY/ PROXIES TO ATTEND AND VOTE INSTEAD OFHIMSELF / HERSELF. SUCH A PROXY/ PROXIESNEED NOT BE A MEMBER OF THE COMPANY. Aperson can act as proxy on behalf of members notexceeding fifty (50) and holding in the aggregate not morethan ten percent of the total share capital of the Company.

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Facor Steels LimitedTWELFTHANNUAL REPORT2014-15

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The instrument of Proxy in order to be effective, shouldbe deposited at the Registered Office of the Company,duly completed and signed, not less than 48 hours beforethe commencement of the meeting. A Proxy form is sentherewith. Proxies submitted on behalf of the companies,societies etc., must be supported by an appropriateresolution/authority, as applicable.

4. To prevent fraudulent transactions, members are advisedto exercise due diligence and notify the Company of anychange in address or demise of any member as soon aspossible. Members are also advised not to leave theirdemat account(s) dormant for long. Periodic statementof holdings should be obtained from the concernedDepository Participant and holdings should be verified.

5. The Securities and Exchange Board of India (SEBI) hasmandated the submission of Permanent Account Number(PAN) by every participant in securities market. Membersholding shares in electronic form are, therefore, requestedto submit the PAN to their Depository Participants withwhom they are maintaining their demat accounts.Members holding shares in physical form can submit theirPAN details to the Company.

6. Details under Clause 49 of the Listing Agreement withthe Stock Exchange in respect of the Directors seekingappointment/re-appointment at the Annual GeneralMeeting, forms integral part Report on CorporateGovernance. The Directors have furnished the requisitedeclarations for their appointment/re-appointment.

7. Electronic copy of the Abridged Annual Report for 2014-2015 is being sent to all the members whose email IDsare registered with the Company/DepositoryParticipants(s) for communication purposes unless anymember has requested for a hard copy of the same. Formembers who have not registered their email address,physical copies of the Abridged Annual Report for 2014-2015 is being sent in the permitted mode. Complete copyof the Annual Report for 2014-2015 shall be provided onrequest to members.

8. In accordance with the Companies Act, 2013 read withthe Rules framed there under Electronic copy of theNotice of the 12th Annual General Meeting of theCompany inter alia indicating the process and mannerof e-voting along with Attendance Slip and Proxy Formis being sent to all the members whose email IDs areregistered with the Company/Depository Participants(s)for communication purposes unless any member hasrequested for a hard copy of the same. For memberswho have not registered their email address, physicalcopies of the Notice of the 12th Annual General Meetingof the Company inter alia indicating the process and

manner of e-voting along with Attendance Slip and ProxyForm is being sent in the permitted mode.

9. Members may also note that the Notice of the 12th AnnualGeneral Meeting and the Annual Report for 2014-2015will also be available on the Company’s websitewww.facorsteel.com and www.facorgroup.in for theirdownload. The physical copies of the aforesaiddocuments will also be available at the Company’sRegistered Office in Nagpur for inspection during normalbusiness hours on working days. Even after registeringfor e-communication, members are entitled to receivesuch communication in physical form, upon making arequest for the same, by post free of cost. For anycommunication, the shareholders may also sendrequests to the Company’s investor email id:[email protected]

10. Voting through electronic meansI. In compliance with provisions of Section 108 of the

Companies Act, 2013 and Rule 20 of the Companies(Management and Administration) Rules, 2014, and also35B of the Listing Agreement, the Company is pleasedto provide members facility to exercise their right to voteat the 12th Annual General Meeting (AGM) by electronicmeans and the business may be transacted through e-Voting Services provided by Central Depository Services(India) Limited

The instructions for e-voting are as under:

(i) The voting period begins on 25th September, 2015at 9:00 a.m. and ends on 27th September, 2015 at6:00 p.m. During this period shareholders’ of theCompany, holding shares either in physical form orin dematerialized form, as on the cut-off date (recorddate) of 21st September, 2015, may cast their voteelectronically. The e-voting module shall be disabledby CDSL for voting thereafter.

(ii) Shareholders who have already voted prior to themeeting date would not be entitled to vote at themeeting venue.

(iii) Log on to the e-voting website www.evotingindia.com

(iv) Click on “Shareholders” tab.

(v) Now, select the electronic voting sequence number(EVSN) 150804028 alongwith “FACOR STEELSLIMITED” from the drop down menu and click on“SUBMIT”

(vi) Now Enter your User ID

a. For CDSL: 16 digits beneficiary ID,

b. For NSDL: 8 Character DP ID followed by 8


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Digits Client ID,

c. Members holding shares in Physical Formshould enter Folio Number registered with theCompany.

(vii) Next enter the Image Verification as displayed andClick on Login.

(viii) If you are holding shares in demat form and hadlogged on to www.evotingindia.com and voted onan earlier voting of any company, then your existingpassword is to be used.

(ix) If you are a first time user follow the steps givenbelow:

For Members holding shares in DematForm and Physical Form

PAN* Enter your 10 digit alpha-numeric *PANissued by Income Tax Department (Applicablefor both demat shareholders as well asphysical shareholders)• Members who have not updated their PAN

with the Company/Depository Participantare requested to use the first two letters oftheir name and the last 8 digits of the demataccount/folio number in the PAN field.

• In case the folio number is less than 8 digitsenter the applicable number of 0’s beforethe number after the first two charactersof the name in CAPITAL letters. Eg. If yourname is Ramesh Kumar with folio number100 then enter RA00000100 in the PANfield.

DOB# Enter the Date of Birth as recorded in yourdemat account or in the company records forthe said demat account or folio in dd/mm/yyyyformat.

Dividend Enter the Dividend Bank Details as recordedBank in your demat account or in the companyDetails# records for the said demat account or folio.

• If both the details are not recorded withthe depository or Company please enterthe member id / folio number in theDividend Bank Details filed as mentionedin instruction (vi).

(x) After entering these details appropriately, click on“SUBMIT” tab.

(xi) Members holding shares in physical form will thenreach directly the Company selection screen.However, members holding shares in demat formwill now reach ‘Password Creation’ menu wherein

they are required to mandatorily enter their loginpassword in the new password field. Kindly notethat this password is to be also used by the dematholders for voting for resolutions of any othercompany on which they are eligible to vote,provided that company opts for e-voting throughCDSL platform. It is strongly recommended notto share your password with any other person andtake utmost care to keep your passwordconfidential.

(xii) For Members holding shares in physical form, thedetails can be used only for e-voting on theresolutions contained in this Notice.

(xiii) Click on the EVSN No. 150804028 for Facor SteelsLimited.

(xiv) On the voting page, you will see “RESOLUTIONDESCRIPTION” and against the same the option“YES/NO” for voting. Select the option YES or NOas desired. The option YES implies that you assentto the Resolution and option NO implies that youdissent to the Resolution.

(xv) Click on the “RESOLUTIONS FILE LINK” if youwish to view the entire Resolution details.

(xvi) After selecting the resolution you have decidedto vote on, click on “SUBMIT”. A confirmation boxwill be displayed. If you wish to confirm your vote,click on “OK”, else to change your vote, click on“CANCEL” and accordingly modify your vote.

(xvii) Once you “CONFIRM” your vote on the resolution,you will not be allowed to modify your vote.

(xviii) You can also take out print of the voting done byyou by clicking on “Click here to print” option onthe Voting page.

(xix) If Demat account holder has forgotten thechanged password then Enter the User ID andthe image verification code and click on ForgotPassword & enter the details as prompted by thesystem.

(xx) Note for Non-Individual Shareholders andCustodians• Non-individual shareholders (i.e. other than

Individuals, HUF, NRI etc.) and Custodian arerequired to log on to https://www.evotingindia.co.in and register themselves asCorporates.

• They should submit a scanned copy of theRegistration Form bearing the stamp and signof the entity to [email protected].

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• After receiving the login details a complianceuser should be created using the admin loginand password. The Compliance user wouldbe able to link the account(s) for which theywish to vote on.

• The list of accounts should be mailed [email protected] and onapproval of the accounts they would be ableto cast their vote.

• A scanned copy of the Board Resolution andPower of Attorney (POA) which they haveissued in favour of the Custodian, if any,should be uploaded in PDF format in thesystem for the scrutinizer to verify the same.

• Any person, who acquires shares of theCompany and become Member of theCompany after dispatch of the Notice andholding shares as on the cut-off date i.e. 21st

September, 2015 may follow the sameinstructions as mentioned above for e-Voting.

• In case you have any queries or issuesregarding e-voting, you may refer theFrequently Asked Questions (“FAQs”) and e-voting manual available at www.evotingindia.com, under help section or write an emailto helpdesk.evoting@ cdslindia.com

In case of members receiving the physical copy:(A) Please follow all steps from Sl. no. (i) to sl. no.

(xx) above to cast vote.(B) In case you have any queries or issues regarding

e-voting, you may refer the Frequently AskedQuestions (“FAQs”) and e-voting manual availableat www.evotingindia.co.in under help section orwr ite an email to [email protected], as aforesaid.

(C) The e-voting period commences on 25th

September, 2015 (9:00 am) and ends on 27th

September, 2015 (6:00 pm). During this periodshareholders’ of the Company, holding shareseither in physical form or in dematerialized form,as on the cut-off date (record date) of 21st

September, 2015 may cast their voteelectronically. Once the vote on a resolution iscast by the shareholder, the shareholder shall notbe allowed to change it subsequently.

(D) The voting rights of shareholders shall be inproportion to their shares of the paid up equityshare capital of the Company as on the cut-offdate (record date) of 21st September, 2015, asreferred in preceding clause..

(E) Mr. Pradeep S. Chenne., Company Secretaries,(Membership No. FCS 6265 and C. P. No.7138)

has been appointed as the Scrutinizer to scrutinizethe e-voting process in a fair and transparentmanner.

(F) The Scrutinizer shall within a period not exceedingthree(3) working days from the conclusion of thee-voting period unblock the votes in the presenceof at least two(2) witnesses not in the employmentof the Company and make a Scrutinizer’s Reportof the votes cast in favour or against, if any,forthwith to the Chairman of the Company.

(G) The Results shall be declared on or after the AGMof the Company. The Results declared alongwiththe Scrutinizer’s Report shall be placed on theCompany’s website www.facorgroup.in withintwo(2) days of passing of the resolutions at theAGM of the Company and communicated to theBSE Limited.

11. All documents referred to in the accompanying Noticeand the Explanatory Statement shall be open forinspection at the Registered Office of the Company onall working days during normal business hours (9.00am to 5.00 pm) except Saturdays, Sundays and Holidaysup to and including the date of the Annual GeneralMeeting of the Company.



ANNEXURE TO THE NOTICEEXPLANATORY STATEMENT IN RESPECT OF THESPECIAL BUSINESS PURSUANT TO SECTION 102 OFTHE COMPANIES ACT, 2013

Item No. 5Mrs. Champaka Rangachari joined the Board of Directors ofthe Company on 30th March, 2015. Mrs. ChampakaRangachari, aged 82 years is a retired Professor. She hasdone her PhD in Zoology from Delhi University and haspublished a number of papers in National and Internationaljournals on Zoology. She is associated with variousmanagement organizations and has conducted variousseminars on leadership, motivation and communication. Shehas rich experience in Corporate advertising work and shestarted Admas Advertising in 1976 and was its CMD till 2010.

As per the provisions of Section 149 of the Companies Act,2013 which has come into force w.e.f. 1st April, 2014, an


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Independent Director shall hold office for a term up to 5consecutive years on the Board of a company and is not liableto retire by rotation. Mrs. Champaka Rangachari has givendeclaration to the Board that she meets the criteria ofIndependence as provided under Section 149(6) of the Act.The matter regarding appointment of Mrs. ChampakaRangachari as Independent Director was placed before theNomination and Remuneration Committee, which commendsher appointment as an Independent Director from 30th March,2015 to 29th March, 2020.

In opinion of the Board, Mrs. Champaka Rangachari fulfilsthe conditions specified in the Act and the Rules made thereunder for appointment as Independent Woman Director andShe is independent of the management. In Compliance withthe provisions of Section 149 read with Schedule IV of theAct, the appointment of Mrs. Champaka Rangachari, as anIndependent Woman Director, is now being placed before theMembers in General Meeting for their approval.

Copy of the Draft letter of appointment of Mrs. ChampakaRangachari would be available for inspection without any feeby the Members at the Registered Office of the Company

during normal business hours on all working days upto theAGM date.

None of the of the Directors or Key Managerial Personnel(KMP) or relatives of directors and KMP, except Mrs.Champaka Rangachari are interested or concerned in theResolution concerning her appointment proposed in Item No.5 of the Notice.

The Board recommends the Ordinary Resolution set out atItem No.5 of the Notice for approval of the members.

The information as required in terms of Clause 49 of the ListingAgreement is given in Corporate Governance Report annexedto the Directors’ Report.



DIRECTORS’ REPORT TO THE MEMBERSYour Directors submit the TWELFTH ANNUAL REPORT onthe business and operations of the Company and the AuditedStatements of Accounts for the year ended 31st March, 2015.

FINANCIAL RESULTS (` in lacs)

Particulars For the For theyear ended year ended31.03.2015 31.03.2014

----------------------------------------- -------------------------------------------Gross Profit/(Loss) (2623.80) (2267.52)

Depreciation / Amortization 469.38 537.29----------------------------------------- -------------------------------------------

Profit /(Loss) beforeexceptional items & Tax (3093.18) (2804.81)

Exceptional items 1842.11 0.00----------------------------------------- -------------------------------------------

Profit/(Loss) before taxfor the year (1251.07) (2804.81)

Provision/(Credit) forMAT/DEF. TAX /WT 0.00 0.00

----------------------------------------- -------------------------------------------Profit/(Loss) after tax for the year (1251.07) (2804.81)

OVERALL PERFORMANCEYour Company’s performance during the financial year 2014-15 was badly affected due to the closure of the plant operationswith effect from 30/05/2014 due to consensus lockout declaredas per agreement reached with the workforce. This closure

was necessitated due to adverse market conditions withsubdued demand for Alloy and Stainless Steel resulting inlower utilization of capacity. The lay off is still continuing dueto no change in the situation.

During the year under review, your Company reported totalincome of ` 3043.78 Lacs as against ` 6636.74 Lacs ofprevious year. After making a provision of ` 781.29 Lacstowards interest and ` 469.38 Lacs towards depreciation, theloss for the current financial year amounts to ` 1251.07 Lacsas against net loss of ` 2804.81 Lacs reported in the previousyear. The net loss of ` 1251.07 Lacs of the current year hasbeen arrived after considering exceptional items of ` 1842.11Lacs, details of which has been given in Note 32 of on FinancialStatement.

There are no significant material orders passed by theRegulators/Courts which would impact the going concernstatus of the Company and its future operations. A detailedManagement Discussion and Analysis Report forms part ofthis report is annexed as Annexure-1.

OUTLOOK FOR 2015-16

The lay off at Company’s plant is continuing and it is unviableto operate the plant under present business conditions. In oureffort to revive operations, the Company and its Promotershave been engaged in scouting for tie-ups with PotentialInvestors/ Strategic Partners who can introduce newer valueadded product portfolios in the market and infuse capital inthe Company.

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DIVIDENDIn the absence of profit, your directors are unable to declareany dividend for the year 2014-15.

BOARD FOR INDUSTRIAL AND FINANCIALRECONSTRUCTIONAs the accumulated losses of the Company at the Financialyear ended 31st March, 2014 exceeded its net worth, theCompany has made reference to the Board for Industrial andFinancial Reconstruction (BIFR) under section 15 of the SickIndustrial Companies (Special) Provisions Act, 1985. Thereference has been registered vide Case No. 74/2014 by BIFRand proceedings have started.

PARTICULAR OF LOANS, GUARANTEES ORINVESTMENTThere are no loans, Guarantees and Investments made underthe provisions of Section 186 of the Companies Act, 2013during the year under review. Details of Loans, Guaranteesand Investments as at the year end are given in the notes tothe Financial Statements.

RELATED PARTY TRANSACTIONThere are no contracts or arrangement with related partiesreferred to in Section 188 (1) by the Companies Act, 2013.The details of other transactions entered into with the relatedparties are given in Note 43 to the Financial Statement.

The Policy on Related Party Transactions approved by Boardis uploaded on the Company’s Website.

DEPOSITSThe Company has not accepted deposit from the public fallingwithin the ambit of Section 73 of the Companies Act, 2013and The Companies (Acceptance of Deposits) Rules, 2014.

CAPITAL STRUCTUREAuthorised Capital of the Company is ` 60,00,00,000/- andthere was no change in the authorised capital of the companyduring the year under review.

Paid up capital of the company is ` 53,43,23,679/- comprisingof 20,65,23,679 equity shares of ` 1/- each and 32,78,0005% Redeemable Cumulative Preference Shares of ` 100/-each. During the year under review there was no change inthe paid up capital of the company.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:In view of the continuing losses, the company is not in aposition to make any expenditure under Corporate SocialResponsibility as per the Provisions of Companies Act, 2013.

INDUSTRIAL RELATIONSThe Company has declared Consensus lock out as per theagreement reached with its work force effective from 30th May,2014. Since then Company has separated 50 officers of theCompany. Further 282 staff and workers have been separatedthrough Voluntary Separation Scheme. The general industrial

relation situation is cordial.

EXTRACT OF ANNUAL RETURNThe extract of the Annual Return in Form MGT 9 is annexedherewith as Annexure- 2

NUMBER OF BOARD MEETINGS HELDA calendar of Meetings is prepared and circulated in advanceto the Directors. During the year Seven Board Meetings, FiveAudit Committee Meetings, One Stakeholders RelationshipCommittee Meeting & Three Nomination and RemunerationCommittee Meetings were convened and held. The details ofwhich are given in the Corporate Governance Report. Theintervening gap between the Meetings was within the periodprescribed under the Companies Act, 2013.

CORPORATE GOVERNANCE

The report on corporate governance as per the requirementof the listing agreement with stock exchange forms part ofthis report is annexed as Annexure-3. The Company hascomplied with all the requirements of corporate governance.The certificate from the Auditors of the Company confirmingcompliance to the conditions of the corporate governancerequirements is also annexed.

DIRECTOR RESPONSIBILITY STATEMENTThe Directors‘ Responsibility Statement referred in Section134(5) of Companies Act, 2013, it is hereby stated.(a) in the preparation of the annual accounts, the applicable

accounting standards have been followed along withproper explanation relating to material departures;

(b) the directors have selected such accounting policies andapplied them consistently and made judgments andestimates that are reasonable and prudent so as to givea true and fair view of the state of affairs of the companyat the end of the financial year and of the loss of thecompany for that period;

(c) the directors have taken proper and sufficient care forthe maintenance of adequate accounting records inaccordance with the provisions of this Act forsafeguarding the assets of the company and forpreventing and detecting fraud and other irregularities;

(d) the directors have prepared the annual accounts on agoing concern basis; and

(e) the directors, have laid down internal financial controlsto be followed by the company and that such internalfinancial controls are adequate and were operatingeffectively.

(f) the directors have devised proper systems to ensurecompliance with the provisions of all applicable Laws andthat such system were adequate and operating effectively.

INFORMATION ON REMUNERATIONInformation as per the provisions of Section 197(12) of theCompanies Act, 2013 read with Rule 5(1), 5(2) and 5(3) of


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the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules , 2014 are annexed as Annexure-4 andAnnexure-5 to this report.

CONSERVATION OF ENERGY, TECHNOLOGYABSORPTION, FOREIGN EXCHANGE EARNINGS ANDOUTGOA statement giving details of conservation of energy,technology absorption, foreign exchange earnings and outgo,in accordance with the Companies (Disclosure of Particularsin the Report of Board of Directors) Rules, 1988 is annexedas Annexure-6 and Form A which forms part of this Report.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACYThe Company has an Internal Control System, commensuratewith the size, scale and complexity of its operations. Tomaintain its objectivity and independence, the Internal Auditfunction reports to the Chairman of the Audit Committee ofthe Board.

The Internal Auditor monitors and evaluates the efficacy andadequacy of internal control system in the Company, itscompliance with operating systems, accounting proceduresand policies of the Company. Based on the report of internalaudit function, process owners undertake corrective action intheir respective areas and thereby strengthen the controls.Significant audit observations and corrective actions thereonare presented to the Audit Committee of the Board.

FINANCECompany’s banks accounts have been classified as NPA byall banks during the year under review due to non payment ofinterest and the considerable reduction in the drawing powerdue to suspension of production activities. Company has alsoreceived notices from certain banks under Section 13(2) ofSARFAESI Act. The company has replied to the said notices.Company has received a letter from Central Bank of India on12/06/2015 informing the bank has assigned all the rights,title and interest in financial assistance granted to the companyin favour of Invent Assets Securitisation & ReconstructionPrivate Limited (INVENT) vide assignment agreement dated01/06/2015. Hence INVENT has become the secured lenderand all the rights, title and interest of Central Bank of Indiahas been vested with INVENT in respect of the above financialassistance.

The company is in receipt of winding up petition filed by someof the unsecured creditors from the Nagpur Bench of theHon’ble High Court of Mumbai. The company is in the processof responding to the same.

AUDITORSSTATUTORY AUDITORM/s Salve & Company, Chartered Accountants hold office uptothe conclusion of the ensuing 12th Annual General Meeting.Based on the recommendation of the Audit Committee, the

Board of Directors of the Company have proposed theappointment of M/s Salve & Co., Chartered Accountants, asthe Auditors of the Company from the conclusion of theforthcoming 12th Annual General Meeting till the conclusionof the 14th Annual General Meeting (subject to ratification byshareholders at every Annual General Meeting). M/s Salve &Co., have expressed their willingness to act as Auditors ofthe Company, if appointed, and have further confirmed thatthe said appointment would be in conformity with the provisionsof Section 141 of the Companies Act, 2013.

Your Directors request you to ratify the appointment of M/sSalve & Company, Chartered Accountants (RegistrationNo.109003W) as Statutory Auditors of the Company at theensuing 12th Annual General Meeting and to fix theirremuneration.

COST AUDITORPursuant to Section 141 & 148 of the Companies Act, 2013read with The Companies (Cost Records and Audit)Amendment Rules, 2014, the cost audit records maintainedby the Company in respect of its activity is required to beaudited. Your Directors had, on the recommendation of theAudit Committee, appointed M/s S. K. Phatak & Co. to auditthe cost accounts of the Company for the financial year 2014-15. The members have given the approval for the appointmentof M/s S.K. Phatak as cost auditors for the financial year 2014-15 in the Elevanth AGM held on 11th September, 2014.

Your Directors had, in accordance with the General Circularfrom the Ministry of Corporate Affairs appointed M/s S. K.Phatak & Co., Cost Accountants, as Cost Auditors for FinancialYear ended 31st March, 2015, for which Central Governmentapproval had been received by the Company. The report onCost audit for Financial Year ended 31st March, 2015 wouldbe filed with Central Government before 30th September, 2015.

SECRETARIAL AUDITORPursuant to the provisions of Section 204 of the CompaniesAct, 2013 and The Companies (Appointment andRemuneration of Managerial Personnel) Rules, 2014, theCompany has appointed M/s P. S. Channe & Co., a firm ofCompany Secretaries in Practice to undertake the SecretarialAudit of the Company for financial Year 2014-15. M/s P. S.Channe & Co., have expressed their willingness to act asAuditors of the Company, if appointed, and have furtherconfirmed that the said appointment would be in conformitywith the provisions of Section 141 of the Companies Act, 2013.The Report of the Secretarial Audit Report is annexed herewithas Annexure-7. There are no qualifications or observationsor remarks made by Secretarial Auditor in his report.

DECLARATION BY INDEPENDENT DIRECTORS:Shri A. S. Kapre, Shri M. B. Thaker, Shri Mohan S. Adige, ShriK. A. Pardhi and Mrs. Champaka Rangachari are Independent

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Directors on the Board of your Company. In the Opinion of theBoard and as confirmed by the these Directors, they fulfill theconditions specified in Section 149 of the Companies Act,2013 and the rules made thereunder about their status asIndependent Directors of the Company.

DIRECTORS:

Mr. N. D. Saraf and Mr. Anurag Saraf shall retire by rotation atthe ensuing 12th Annual General Meeting and, being eligible,offer themselves for re-appointment in accordance with theprovisions of the Companies Act, 2013 and in terms of theMemorandum and Articles of Association of the Company.

The Company has formulated a code of conduct for allmembers of the Board and Senior Management Personnel.All concerned members/executives have affirmed compliancewith the said code.

The Board of Directors had appointed Mrs. ChampakaRangachari as Additional Directors of the Company in thecategory of Independent Directors with effect from March 30,2015 The above mentioned appointment is regularized in thisAnnual General Meeting of the Company. Information aboutthe Directors proposed to be appointed / reappointed asstipulated under Clause 49 of the listing agreement with theStock Exchange in India are provided in the report onCorporate Governance forming part of this report.

Shri M. D. Saraf resigned as Managing Director of theCompany with effect from the close of business hours on 25th

May, 2015 and continues to be the Vice Chairman and Directorof the Company.

The Board has placed on record its appreciation for theoutstanding contributions made by Mr. Rajkamal Rao and Mr.Arye Berest during their tenure.

KEY MANAGERIAL PERSONAL:

Shri C. V. Raghavan, the Chief Finance Officer and Shri AmitG. Pandey, the General Manager(Legal) and CompanySecretary have resigned from the service of the Companywith effect from the close of business hours on 1st June, 2015.

NOMINATION AND REMUNERATION POLICY

The Board has, on the recommendation of the Nomination &Remuneration Committee framed a policy for selection andappointment of Directors, Senior Management and theirremuneration. The Remuneration Policy is stated in theCorporate Governance Report.

AUDIT COMMITTEE

Audit Committee of the Company comprises of Mr. A. S. Kapre,Mr. M. B. Thaker, Mr. M. S. Adige and Mr. Anurag Saraf, ExceptMr. Anurag Saraf, who is a Promoter Director of the Company,rest all members of the Audit Committee are Independent

Directors. The committee has been constituted in strictcompliance with the provisions of Clause 49 of the Listingagreement and assumes all responsibilities provided therein,discharging their duties diligently with transparency andaccountability as their sole motivation.

You are requested to appoint Auditors for the current yearand to fix their remuneration.

AUDITOR’S REPORT

The report by Auditors if self explanatory. Further, in view ofconsensus lockout at plant and preparation of Accounts ongoing concern basis, the Auditors have made someobservations under “Emphasis of matter appearing in theAuditors Report which management has responded in Note(b) and 28 to the Audited Financial Statements for the yearended 31st March, 2015

PARTICULARS OF EMPLOYEES

In terms of the provisions of section 197(12) of the CompaniesAct, 2013, read with the Companies (Particulars of Employees)Rules, 1975, as amended, the names and other particulars ofthe employees are set out in the annexure to the Directors’Report. Having regard to the provisions of section 136 of thesaid Act, the Annual Report excluding the aforesaid informationis being sent to the members of the Company.

DISCLOSURE WHERE COMPANY IS REQUIRED TOCONSTITUTE NOMINATION AND REMUNERATIONCOMMITTEE:

The Company has constitute a Nomination & RemunerationCommittee under Clause 49 of the Listing Agreement &Company has Nomination & Remuneration Policy forappointment and remuneration of Directors Under Section 178of the Companies Act, 2013 an Clause 49 of the ListingAgreement. All the appointments of Directors is as per theNomination & Remuneration Policy of the Company, whichwere also approved by the Committee.

DISCLOSURE OF VIGIL MECHANISM IN BOARD REPORT:

The Company have adopted the Vigil Mechanism Policy forthe Company in its duly held Board Meeting on 14th February,2015 and the same is available on the website of the Company.

DISCLOSURE ABOUT ESOP AND SWEAT EQUITYSHARE

Company has not issued any share under ESOP or SweatEquity Shares during the year.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OFWOMAN AT WORK PLACE (PREVENTION , PROHIBITIONAND REDRESSAL) ACT, 2013

The Company has in place a policy for Prevention of Sexualharassment in accordance with the requirements of the Sexual


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Harassment of Women at work place (Prevention, Prohibitionand Redressal) Act, 2013. All employees (Permanent,Contractual, temporary, trainees) are covered under this policy.The Company did not receive any complaint during the year2014-15.

ACKNOWLEDGEMENTS

Directors of the Company wish to thank the Central and StateGovernments for their continued support and co-operationextended towards the business as well as the company’s socialfunctions. The Management also thanks the shareholders,Business Associates, Financial Institutions & Banks,

Customers and Suppliers for the faith reposed in the Company.The Board expresses its sincere appreciation to the dedicatedand committed team of employees and workmen of yourCompany.

On behalf of Board of Directors,

Vinod Saraf Anurag Saraf

Managing Director Director

Nagpur

Dated : 5th August, 2015

Annexure-1 to the Directors Report

MANAGEMENT DISCUSSION AND ANALYSIS:The overall global economic growth conditions continued toremain suboptimal since 2012 at level of 3.2% to 3.4%, downfrom the earlier level of 4%. The global economic growth incalendar year 2013 was at same level of 3.4% even in calendaryear 2014.The World Economic Outlook (World Bank) has forecastedgrowth in world economy, advanced economies and emerging/ developing Economies for 2015 at 3.5%, 2.4% and 4.3%respectively. As per the report, the average global growth willimprove to 3.8% and that of Emerging and Developingcountries at about 4.7% in 2016.During the year under review, the Indian economy registereda GDP growth rate of 7.4% as per the economic survey tabledby the Government. The Index of Industrial Production in theyear 2014-15 was higher at 2.8% compared to (-) 0.1% in theprevious year. The growth recorded in the various sectors ofthe Indian economy has been detailed here below.

Domestic GDP Growth

FY-13 FY-14 FY-15

Agriculture 1.2% 3.7% 1.1%

Industry & Infrastructure 2.4% 4.5% 5.9%

Manufacturing 6.2% 5.3% 6.8%

Mining 0.2% 5.4% 2.3%

Services 8.0% 9.1% 10.6%

Overall 5.1% 6.9% 7.4%

India is the fourth largest producer of steel in the worldaccounting for a production of 88.12 Million Tons of finishedsteel in the year under review. The domestic steel industry isunable to reap full benefits from this upturn as there is a hugeimport especially from China, South Korea, Japan and Russia.This is evident from the fact that import of finished steel hasincreased in the second half of the year under review.

Since our company is engaged in the production of specialand alloy steel long products, we will discuss about thoseindustries whose fortunes are directly affecting the alloy andstainless steel long product industry.

The Indian Automobile growth story remains somewhat, intactthe overall sales across various automobile segments grewby 7%, while exports grew by 14%. Sales of passenger carsand commercial vehicles increased marginally in the yearunder report, while the sales of two and three wheelers werea meager 3% on account of slow growth in rural markets.

According to the society of Indian Automobile manufactures,revenues of the Indian Automobile industry will raise five foldto hit the USD 300 Billion mark by the end of the financialyear 2026 i.e. in the next 10 years the annual growth isexpected to be around 24%.

The year witnessed softening of almost all raw material pricesrequired for steel making. Prices of Nickel, Moly Oxide, FerroChrome, Shredded Scrap and Furnace Oil have all easedduring the year under review. Further, over production by Chinaand continued export from China contributed to fall in globalsteel prices.

Steel market needs fresh policy and initiative to ensure theindustry follows a path that is sustainable when it comes tocapacity addition, environment, raw material sources, qualityof steel products and the use of technologies in steel making.

During the year under review, the company could achieve thesale turnover of ̀ 32.57 Crores as compared to ̀ 71.72 Croresin the previous year. It is to be noted that the company hasdeclared a consensus lockout at its plant effective from 30/05/2014 as per the agreement reached with its workforce.Hence the performance of the company was adverselyaffected due to this closure which is continuing till date.

In order to revive the operations, the company has beenengaged in scouting tie-ups with potential investors / strategicpartners who can introduce newer product portfolio in themarket and infuse capital in the company. The company isalso restructuring and rationalizing manpower and other fixed

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12

Annexure-2 to the Directors ReportForm No. MGT-9

EXTRACT OF ANNUAL RETURNas on the financial year ended on 31st March 2015

[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies(Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS:

i) CIN L27100MH2004PLC146283

ii) Registration Date 13th MAY, 2004

iii) Name of the Company FACOR STEELS LIMITED

iv) Category/Sub-Category of the Company PUBLIC LIMITED COMPANY

v) Address of the Registered office and 46 A & B, MIDC INDUSTRIAL ESTATE,contact details HINGNA ROAD, NAGPUR-440028 (Maharashtra)

vi) Whether listed company YES, LISTED ON BSE LIMITED

vii) Name, Address and Contact details of M/S LINK INTIME INDIA PVT. LTD.Registrar and Transfer Agent, if any C-13, PANNALAL SILK MILLS COMPOUND,

L. B. S. MARG, BHANDUP (W), MUMBAI-400078PH. NO. 022-25963838 FAX NO. 022-25946969

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY:

All the business activities contributing 10 % or more of the total turnover of the company shall be stated:-

S. Name and Description of main NIC Code of the % to total turnover ofNo. products/services Product/ service the company

1. Manufacture of Alloys Steel Bar 27151 38.81%

2. Manufacture of Stainless Steel Bar 27153 60.15%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES –

S. Name And Address CIN/GLN Holding/Subsidiary/ % of shares ApplicableNo. of The Company Associate held Section

NIL

costs. The company is planning to submit a rehabilitationpackage to the BIFR for revival of the company.

The financial performance outlook for the financial year 2015-16 and status on Human resources / industrial relations aregiven in the Directors Report.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

Considering the size and nature of its business your companyhas an adequate internal control system. The internal audit ofthe company is carried out by an independent agency whichsubmits its report to the Audit Committee which reviews andsubmits its findings to the Board of Directors on quarterlybasis. The company has an adequate system of internal controlimplemented by the Management towards achieving efficiencyin operations, optimum utilization of resources, and effective

monitoring thereof and in compliance with all applicableregulations. Your company also takes quarterly compliancecertificates in respect of applicability of various laws from theconcerned departmental heads and executives and the sameis placed before the Board of Directors for its observation,review and suggestions, if any.

CAUTIONARY STATEMENT

Statement in the Management Discussion and Analysisdescribing the Company’s projections and estimates areforward looking statements and progressive within the meaningof applicable securities laws and regulations. Actual resultsmay defer materially from those expressed or implied,depending upon economic conditions, Government policiesand other incidental factors.


12

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IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)i) Category-wise Share Holding

Category of No. of shares held at the beginning No. of Shares held at the endShareholders of the year 01.04.2014 of the year 31.03.2015

Demat Physical Total % of Total Demat Physical Total % of TotalShare Share

A. Promoters & promoter group

(1) Indian

a) Individual/ HUF 13398876 Nil 13398876 06.49 8905728 Nil 8905728 4.31 (2.18)b) Central Govt.c) State Govt.d) Bodies Corp. 66256427 Nil 66256427 32.08 66256427 Nil 66256427 32.08 Nile) Banks/FIf) Any Other

(i) Directors & their Relatives 56877510 Nil 56877510 27.54 56877510 Nil 56877510 27.54 Nil(ii) Trusts 25000 Nil 25000 0.01 25000 Nil 25000 0.01 Nil(iii) Association of Person Nil Nil Nil 0.00 4493148 Nil 4493148 2.18 2.18

Sub-total(A)(1):- 136557813 Nil 136557813 66.12 136557813 Nil 136557813 66.12 Nil

(2) Foreign

a) NRI’s-Individuals 119285 Nil 119285 0.06 1119285 Nil 119285 0.06 Nilb) Others-Individualsc) Bodies Corp.d) Banks/FIe) Any Other

Sub-total(A) (2):- 119285 Nil 119285 0.06 1119285 Nil 119285 0.06 Nil

Total Shareholding of 136677098 Nil 136677098 66.18 136677098 Nil 136677098 66.18 NilPromoters (A)=(A)(1)+ (A) (2)

B. Public Shareholding

1. Institutions

a) Mutual Fund/UTI 2869 Nil 2869 0.00 2869 Nil 2869 0.00 Nilb) Banks/FI 17828 1610 19438 0.01 17828 1610 19438 0.01 Nilc) Central Govt.d) State Govt’se) Venture Capital Fundsf) Insurance Companies 810 3300 4110 0.00 810 3300 4110 0.00 Nilg) FIIs Nil 60 60 0.00 Nil 60 60 0.00 Nilh) Foreign Venture Capital Funds

i) Others (specify)ii) State Finance Corporation Nil 2023 2023 0.00 Nil 2023 2023 0.00 Nil

Sub-total(B)(1):- 21507 6993 28500 0.01 21507 6993 28500 0.01 Nil

2. Non-Institutions

a) Bodies Corp. 5503289 4774 5508063 2.67 5399353 4774 5404127 2.62 (0.05)i) Indianii) Overseas

b) Individualsi) Individual shareholders 48882037 330173 49212210 23.83 48761935 327373 49089308 23.77 (0.06)

holding nominal sharecapital upto ` 1 lakh

ii) Individual shareholders 12609943 Nil 12609943 6.11 13127883 Nil 13127883 6.36 0.25holding nominal sharecapital in excess of` 1 lakh

%Change

duringthe year

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12

Category of No. of shares held at the beginning No. of Shares held at the endShareholders of the year 01.04.2014 of the year 31.03.2015

Demat Physical Total % of Total Demat Physical Total % of TotalShare Share

c) Others (specify)i) Trusts 9 6235 6244 0.00 9 6235 6244 0.00 Nilii) Directors & their Relatives Nil 2647 2647 0.00 Nil 2647 2647 0.00 Niliii) NRI 1409196 21661 1430857 0.69 1440850 21661 1462511 0.71 0.02

iv) Clearing Members 763929 Nil 763929 0.37 474541 Nil 474541 0.23 (0.14)v) NRIs/OCBs 283866 322 284188 0.14 250498 322 250820 0.12 (0.02)

Sub-total(B)(2):- 69452269 365812 69818081 33.81 69455069 363012 69818081 33.81 Nil

Total Public Shareholding 69473776 372805 69846581 33.82 69476576 370005 69846581 33.82 Nil(B)=(B)(1)+(B)(2)

C. Shares held by Custodianfor GDRs & ADRs Nil Nil Nil NA Nil Nil Nil NA NA

Grand Total (A+B+C) 206150874 372805 206523679 100.00 206153674 370005 206523679 100.00 Nil

ii) Shareholding of Promoters

Shareholder’s Name Shareholding at the beginning of Shareholding at the end of thethe year 01.04.2014 year 31.03.2015

No. of % of total % of Shares No. of % of total % of Sharesshares Shares Pledged/ shares Shares Pledged/

of the encumbered of the encumberedCompany total shares Company total shares

1 Manojkumar Umashankar Saraf 5558811 2.69 100.00 5558811 2.69 100.00 Nil

2 Yogeshkumar Umashankar Saraf 1913277 0.93 100.00 1913277 0.93 100.00 Nil

3 Murlidhar Durgaprasad Saraf 1500000 0.73 100.00 0 0 0 (0.73)

4 Mohinidevi Umashankar Saraf 1500000 0.73 100.00 0 0 0 (0.73)

5 Vanitadevi Vineetkumar Saraf 1493148 0.72 100.00 0 0 0 (0.72)

6 Aisha Ashishkumar Saraf 545750 0.26 100.00 545750 0.26 100.00 Nil

7 Ramadevi Manojkumar Saraf 459880 0.22 100.00 459880 0.22 100.00 Nil

8 Madhavhari Yogeshkumar Saraf 185981 0.09 100.00 185981 0.09 100.00 Nil

9 Madhuri Manojkumar Saraf 78974 0.04 100.00 78974 0.04 100.00 Nil

10 Raghuhari Yogeshkumar Saraf 62589 0.03 100.00 62589 0.03 100.00 Nil

11 Manojkumar Umashankar Saraf 51777 0.03 100.00 51777 0.03 100.00 Nil

12 Vibhav Vineetkumar Saraf 37869 0.02 100.00 37869 0.02 100.00 Nil

13 Sidarth Vineetkumar Saraf 3674 0.00 100.00 3674 0.00 100.00 Nil

14 Sunandadevi Yogeshkumar Saraf 2696 0.00 100.00 2696 0.00 100.00 Nil

15 Raghavendra Saraf 2400 0.00 100.00 2400 0.00 100.00 Nil

16 Yogeshkumar Umashankar Saraf 2050 0.00 100.00 2050 0.00 100.00 Nil

TOTAL:- 13398876 6.49 100.00 8905728 4.31 100.00 (2.18)

Bodies Corporate

1 R B Shreeram & Co. Pvt. Ltd. 59202982 28.67 100 59202982 28.67 100 Nil

2 Shreeram Shipping Service Pvt. Ltd. 3263374 1.58 100 3263374 1.58 100 Nil

3 Dass Papers Pvt. Ltd. 1500000 0.73 100 1500000 0.73 100 Nil

4 Shreeram Durgaprasad Ores Pvt. Ltd. 1500000 0.73 100 1500000 0.73 100 Nil

5 Saraf Bandhu Pvt. Ltd. 493725 0.24 100 493725 0.24 100 Nil

6 Suchitra Investments & Leasing Ltd. 158554 0.00 100 158554 0.08 100 Nil

7 GDP Infrastructure Pvt. Ltd. 128720 0.06 100 128720 0.06 100 Nil

8 Vidarbha Iron & Steel Co. Ltd 9072 0 100 9072 0.00 100 Nil

Total 66256427 32.08 100.00 66256427 32.08 100.00 Nil

%Change

duringthe year

%change

in share-holdingduring

the year


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Directors & their relatives

1 Anurag Murlidhar Saraf 11340279 5.49 100 11340279 5.49 100 Nil

2 Rohitkumar Narayandas Saraf 8139047 3.94 100 8139047 3.94 100 Nil

3 Sushmadevi Vinodkumar Saraf 4806497 2.33 100 4806497 2.33 100 Nil

4 Urmiladevi Narayandas Saraf 4197337 2.03 100 4197337 2.03 100 Nil

5 Vanitadevi Vineetkumar Saraf 3405759 1.65 100 3405759 1.65 100 Nil

6 Sonal Ashimkumar Saraf 3002840 1.45 100 3002840 1.45 100 Nil

7 Murlidhar Durgaprasad Saraf 2800834 1.36 100 2800834 1.36 100 Nil

8 Shailajadevi Ashishkumar Saraf 2382631 1.15 100 2382631 1.15 100 Nil

9 Vinodkumar Saraf 2344346 1.14 100 2344346 1.14 100 Nil

10 Promiladevi Ramkisan Saraf 2036014 0.99 100 2036014 0.99 100 Nil

11 Vineetkumar Vithaldas Saraf 1977476 0.96 100 1977476 0.96 100 Nil

12 Ramkisan Durgaprasad Saraf 1921714 0.93 100 1921714 0.93 100 Nil

13 Narayandas Durgaprasad Saraf 1906729 0.92 100 1906729 0.92 100 Nil

14 Ashishkumar Ramkisan Saraf 1417361 0.69 100 1417361 0.69 100 Nil

15 Manjudevi Murlidhar Saraf 1383628 0.67 100 1383628 0.67 100 Nil

16 Ashimkumar Ramkisan Saraf 1279090 0.62 100 1279090 0.62 100 Nil

17 Mohinidevi Umashankar Saraf 1258712 0.61 100 1258712 0.61 100 Nil

18 Bimladevi Vithaldas Saraf 729763 0.35 100 729763 0.35 100 Nil

19 Vineetkumar Vithaldas Saraf 293131 0.14 100 293131 0.14 100 Nil

20 Gautam Vinodkumar Saraf 98174 0.05 100 98174 0.05 100 Nil

21 Saritadevi Sanjivkumar Saraf 46529 0.02 100 46529 0.02 100 Nil

22 Gauri Sanjiv Saraf 44440 0.02 100 44440 0.02 100 Nil

23 Payal Murlidhar Saraf 41969 0.02 100 41969 0.02 100 Nil

24 Sushmadevi Vinodkumar Saraf 6852 0 100 6852 0 100 Nil

25 Preetidevi Rohitkumar Saraf 6300 0 100 6300 0 100 Nil

26 Gaurav Vinodkumar Saraf 2578 0 100 2578 0 100 Nil

27 Sakhi Sanjiv Saraf 2564 0 100 2564 0 100 Nil

28 Gauri Sanjiv Saraf 2400 0 100 2400 0 100 Nil

29 Vinodkumar Saraf 1780 0 100 1780 0 100 Nil

30 Narayandas Durgaprasad Saraf 736 0 100 736 0 100 Nil

TOTAL:- 56877510 27.54 100 56877510 27.54 100 Nil

Trusts

Ramkisan Durgaprasad Saraf 13788 0.01 0 13788 0.01 0 Nil

Manojkumar Umashankar Saraf 11212 0.01 0 11212 0.01 0 Nil

TOTAL:- 25000 0.01 0 25000 0.01 0 Nil

%change


the year

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12




Individuals (NRI)

Sanjiv Narayandas Saraf 112313 0.05 100 112313 0.05 100 Nil

Sanjivkumar Narayandas Saraf 6972 0.00 100 6972 0.00 100 Nil

TOTAL:- 119285 0.06 100 119285 0.06 100 Nil

Association of Persons

1 Mohinidevi Umashankar Saraf Jtly withManjudevi Murlidhar Saraf, on behalf ofPremier Commercial Corporation 0 0 0 1500000 0.73 100 0.73

2 Vanitadevi Vineetkumar Saraf Jtly withSunandadevi Yogeshkumar Saraf, onbehalf of Geedee Sales Services 0 0 0 1493148 0.72 100 0.72

3 Murlidhar Durgaprasad Saraf Jtly withGaurav Vinod Saraf, on behalf of DeepeeSales Corporation 0 0 0 1500000 0.73 100 0.73

TOTAL:- 0 0 0 4493148 2.18 100 2.18

GRAND TOTAL:- 136677098 66.18 100 136677098 66.18 100 Nil

iii) Change in Promoters’ Shareholding (please specify, if there is no change)

Shareholding at the Cumulative Shareholdingbeginning of the year during the year

No. of % of total No. of % of totalshares shares of shares shares of

the company the company

At the beginning of the year 136677098 66.18 - -

Data wise Increase/Decrease in Promoters Shareholding There is no change in number of shares held byduring the year specifying the reasons for increase/ the Promoters.decrease (e.g. allotment/transfer/bonus/sweat equity etc):

At the end of the year - - 136677098 66.18

iv) Shareholding Pattern of top ten shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):


No. of % of total shares No. of % of total sharesshares of the company shares of the company

1 SUDHA SHANTILAL SHAH

a) At the beginning of the year 2229593 1.08

b) Changes during the year No Change during the year

c) At the end of the year 2229593 1.08

%change


the year


12

15




2 CHIRAG SHANTILAL SHAH (HUF)




3 CHIRAG SHANTILAL SHAH




4 RENGARAJAN SADAGOPAN




5 BONANZA PORTFOLIO LTD


b) Changes during the year

Date Reason25-04-14 Buy23-05-14 Buy30-05-14 Sale06-06-14 Sale13-06-14 Buy20-06-14 Buy30-06-14 Sale04-07-14 Buy11-07-14 Sale18-07-14 Sale25-07-14 Sale11-08-14 Sale14-08-14 Buy22-08-14 Buy12-09-14 Sale24-10-14 Sale14-11-14 Buy09-01-15 Buy16-01-15 Sale


6 ABHISHEK AGRAWAL




7 SADHU CHANDUBHAI BHAGVANDAS



Date Reason

27-03-15 Buy 88688 0.04 134118 0.06

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12



31-03-15 Buy 1686 0.00 135804 0.07


8 JAMEEL AHMED SHARIFFa) At the beginning of the year 360764 0.17


Date Reason13-06-14 Buy 7500 0.00 368264 0.18


9 MSPL LIMITEDa) At the beginning of the year 345765 0.16


Date Reason04-04-14 Sale -5000 -0.00 340765 0.16


10 NIMESH RATILAL PARMANIa) At the beginning of the year 324844 0.15



v) Shareholding of Directors and Key managerial Personal:



1 SHRI NARAYANDAS D. SARAF, CHAIRMAN




2 SHRI MURLIDHAR D. SARAF,VICE CHAIRMAN & DIRECTORa) At the beginning of the year 2800834 1.36



3 SHRI VINOD V. SARAF, MANAGING DIRECTORa) At the beginning of the year 2346126 1.14



4 SHRI ANURAG M. SARAF, DIRECTORa) At the beginning of the year 11340279 5.49




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17




5 SHRI MAHENDRA B. THAKER, DIRECTORa) At the beginning of the year 2647 0.00



6 SHRI C. V. RAGHAVAN, CHIEF FINANCEOFFICER, (Ceased w.e.f. 1-06-2015)a) At the beginning of the year 40 0.00



vi) IndebtednessIndebtedness of the company including interest outstanding/accrued but not due for payment (` in Lacs)

Secured Unsecured Deposits TotalLoans Loans Indebtedness

excludingdeposits

Indebtedness at the beginning of the financial year

i) Principal Amount 5964.31 3260.07 0.00 9224.38

ii) Interest Due but not paid 0.00 3.37 0.00 3.37

iii) Interest Accrued but not due 0.00 0.00 0.00 0.00

Total (i+ii+iii) 5964.31 3263.44 0.00 9227.75

Change in Indebtedness during the financial year

i. Addition 820.44 0.00 0.00 820.44

ii. Reduction 0.00 (1833.50) 0.00 (1833.50)

Net Change 820.44 (1833.50) 0.00 (1013.06)

Indebtedness at the end of the financial year

i) Principal Amount 6479.87 1426.57 0.00 7906.44

ii) Interest Due but not paid 304.88 3.37 0.00 308.25

iii) Interest Accrued but not due 0.00 0.00 0.00 0.00

Total (i+ii+iii) 6784.75 1429.94 0.00 8214.69

18


12

v) Remuneration of Directors and Key Managerial PersonnelA. Remuneration to Managing Director, Whole-time Directors and/or Manager:

In view of continued losses, Managing Director and other Whole-time Directors have decided as per their terms ofappointment not to draw remuneration.

B. Remuneration to other directors (In `)

S. Particulars of Name of directors TotalNo. Remuneration Amount

Mr. A.S. Mr. M.B. Mr. M. S. Mr. R. K. Mr. K. A.Kapre Thaker Adige Rao Pardhi

1. Independent Directors

- Fee for attending Board, 40000 40000 30000 2500 12500 125000Committee meetings

- Commission — — — — — —

- Others, Please specify 8945 8945 7317 1015 5077 31299

Total (1) 48945 48945 37317 3515 17577 156299

2. Other NonExecutive Directors

- Fee for attending Board, Not ApplicableCommittee meetings

- Commission

- Others, Please specify

Total (2) — — — — — —

Total (B)=(1+2) 48945 48945 37317 3515 17577 156299

Total ManagerialRemuneration — — — — — —

Overall Ceiling as perthe Act — — — — — —

C. Remuneration to Key Managerial Personnel Other than MD/WTD/Manager

Sr. Particulars of Remuneration Key Managerial PersonnelNo.

Company CFO TotalSecretary

1. Gross Salary(a) Salary as per provisions contained in section 17(1) of 898108 1814822 2896263

Income Tax Act, 1961(b) Value of perquisites u/s 17(2) Income Tax Act, 1961 – 54000 54000(c) Profits in lieu of salary under section 17(3) Income Tax Act, 1961 – – –

2. Stock Option – – –

3. Sweat Equity – – –

4. Commission- As % of Profit – – –- Others, specify – – –

5. Others, Contribution to PF 52888 124709 177597

Total (A) 950996 1993531 3127860


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viii. Penalties/Punishment/Compounding of Offences:

Type Section Brief Details of Authority Appeal made,of the Description Penalty/ [RD/NCLT/ if any

Companies Punishment/ COURT] (give Details)Act Compounding

fees imposed

A. Company

Penalty NIL Not Applicable NIL Not Applicable Not Applicable

Punishment NIL Not Applicable NIL Not Applicable Not Applicable

Compounding NIL Not Applicable NIL Not Applicable Not Applicable

B. Directors




C. Other Officers in Default




Segment C: Reporting of Corporate Social Responsibility (CSR) N.A.

Annexure-3 to the Directors ReportCORPORATE GOVERNANCE REPORT

1. COMPANY’S PHILOSOPHY ON CORPORATE GOVERNANCE:

Your Company is committed towards good corporate governance practices and recognizes that good corporate governanceis a continuous exercise. Your Company aims at achieving transparency, accountability, equity and ethics in all facets ofits operations and in all interaction with its stakeholders. Your Company believes that all its operations and actions mustresult in enhancement of overall shareholder value over a sustained period of time without compromising in any waycompliance with laws and regulations.

The new Companies Act, 2013 and revised clause 49 of the Listing Agreement has significantly enhanced compliancelevels for the listed companies to ensure better corporate governance. Your company has already initiated steps toensure that all necessary compliances are carried out in accordance with the provisions of the new companies Act, 2013to ensure better corporate governance in the company.

2. BOARD OF DIRECTORS:

The Company has a non-executive Chairman and the composition of the Board of Directors of the company complieswith the norms as set out by the Listing Agreement. As on 31 March, 2015, the Company had an optimum ratio ofindependent and non-independent Directors in its Board as required by the listing agreement.

The composition of the Directors as on 31st March 2015 is as follows:-

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Name and Particulars Category No of Whether No. of Outside CommitteeBoard last Outside Position Held

Meetings AGM Directorshipattended Attended held in Public

Companies

Member Chairman

Mr. N. D. Saraf, Chairman Non-Executive* 2 Yes 2 — —

Mr. M. D. Saraf, Executive* 3 Yes 2 — —Vice Chairman & Director$

Mr. Vinod Saraf, Executive* 7 Yes 3 — —Managing Director

Mr. Anurag Saraf Non-Executive* 6 Yes 6 — —

Mr. A.S. Kapre Non-Executive 7 Yes 4 3 3Independent

Mr. M.B. Thaker Non-Executive 7 Yes 1 3 —Independent

Mr. Mohandas S. Adige Non-Executive 6 Yes 3 3 —Independent

Mr. Keshaorao A. Pardhi Non-Executive 5 No 3 — —Independent

Mrs. (Dr.) Champaka Non-Executive N.A. N.A. 1 — —Rangachari # Independent Woman

* Represent Promoters$ Ceased to Managing Director w.e.f. 25.05.2015# Appointed as Additional Woman Director w.e.f. 30.03.2015

None of the Director on the Board is a member of more than 10 Committees or a Chairman of more than 5 Committeesacross all Companies in which he is a Director. The necessary declarations regarding Committee position held have beenmade by the Directors.

Board Meetings and Procedures:The matters to be discussed at the Board Meeting are included in the Agenda in consultation with the Chairman of theCompany. The Managing Director briefs the Board at every Meeting on the overall performance of the Company followedby presentation by Senior Executives of the Company. All the major decisions of the company are reviewed by the Boardof Directors, such as capital expenditures, investments, budgets of the company, compliance reports of all laws applicableto the Company, as well as steps taken by the Company to rectify instances of non-compliances if any, review of majorlegal issues, adoption of quarterly/ half yearly/ annual financial results, minutes of Audit Committee, RemunerationCommittee, Shareholders/ Investors Grievance Committee, etc.

Conduct of Board Meetings:The Board generally meets once in each quarter. Additional Board Meetings are convened as and when necessitated bygiving appropriate notice. During the financial year 2014-2015 the Board met 7 times on 5th May, 2014, 22nd May, 2014,15th July, 2014, 6th August, 2014, 11th September, 2014, 3rd November, 2014 and 14th February, 2015 to deliberate onvarious matters.

Code of Conduct:The Company has framed a Code of Conduct in compliance with the SEBI (Prohibition of Insider Trading) Regulations,2003. All intimation/ communication as required by the Code are received within the time prescribed. The Code ofConduct is also uploaded in the company’s website: www.facorsteel.com

All the Board members and senior management have affirmed compliance to the Code.


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3. COMMITTEES OF THE BOARDA. AUDIT COMMITTEE:

Composition, Meetings and Attendance

The Audit Committee is composed of four members’ viz. Mr. A. S. Kapre, Mr. M. B. Thaker, Mr. Mohandas S. Adige, andMr. Anurag Saraf. Except Mr. Anurag Saraf, who is a Promoter Director of the Company, rest all members of the AuditCommittee are Independent Directors. Mr. A. S. Kapre, independent director is the Chairman of the Committee.

The Committee’s terms of reference, authority and powers are in conformity with the requirements of the provisions ofClause 49 of the Listing Agreement with the Stock Exchange read with Section 292A of the Companies Act, 1956.

The Committee acts as a vital link between the Management, Statutory and Internal Auditors and the Board of Directors.The financial results of the Company are scrutinized by the Committee before being recommended to the Board for itsadoption. Similarly, other matters required to be placed in conformity with the provisions of the Listing Agreement areplaced at regular intervals to ensure that the highest level of transparency in the conduct of business is maintained.

There were five (5) meetings held of Audit Committee during the financial year 2014-2015 on 22nd May, 2014, 6th August,2014, 11th September, 2014, 3rd November, 2014 and 14th February, 2015 and the attendance of members was as under:

Name of the Director Category No. of meetings held during the tenure

Held Attended

Mr. A.S. Kapre, Chairman Independent 5 5

Mr. M.B. Thaker, Member Independent 5 5

Mr. M. S. Adige, Member Independent 5 4

Mr. Anurag Saraf, Member Non Executive 5 4

B. NOMINATION AND REMUNERATION COMMITTEE:

Remuneration Committee of the Board decides on issues and matters concerning the remuneration package being paidto the Executive Directors. To ensure transparency and avoid conflict of interest the Committee comprises of all the Non-Executive Directors with the Chairman being an Independent Director.

The Remuneration Committee is composed of Mr. A. S. Kapre, Mr. M. B. Thaker and Mr. Mohandas S. Adige. All themembers of Remuneration Committee are Independent Directors. Mr. A. S. Kapre, Independent Director is the Chairmanof Remuneration Committee.

The Committee had three meetings on 15th July, 2014, 6th August, 2014 and 14th February, 2015 to consider revision inthe remuneration payable to the Managing/ Whole time Directors and the attendance of members was as under:

Name of the Director Category No. of meetings held during the tenure

Held Attended

Mr. A. S. Kapre, Chairman Independent 3 3

Mr. M. B. Thaker, Member Independent 3 3

Mr. M. S. Adige, Member Independent 3 2

The Executive Directors are paid remuneration in accordance with the provisions of Section 196, 197, 203 and otherapplicable provisions, if any, of the Companies Act, 2013, including any statutory modification (s) or re-enactment thereoffor the time being in force, read with Companies (Appointment and Remuneration of Managerial) Personnel Rules, 2014including Schedule V to the said Act and the Non-Executive Directors are paid sitting fee fixed by the Board for attendingmeetings of the Board and Committees thereof. In view of distressed financial position of the company, the executivedirectors have decided to forgo their entire salary and perquisites during the year and hence during the year there was noamount paid towards their salary.

The Non-Executive Directors are paid remuneration by way of sitting fee only for each meeting attended by them. Further,no significant material transactions have been made to the Non-Executive Directors vis-à-vis your Company.

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During the financial year 2014-2015, they were paid sitting fee/remuneration as under:

Name of Director Sitting Fee Paid No. of Equity Shares of`̀̀̀̀ 1/- each held

Mr. A.S. Kapre Rs.40,000/-* —

Mr. M.B. Thaker Rs.40,000/-* 2647

Mr. M.S. Adige Rs.30,000/-* —

Mr. Rajkamal Rao Rs. 2,500/- —

Mr. K. A. Pardhi Rs.12,500/- —

Total Rs.1,25,000/-

* Includes sitting fee paid for attending Committee Meetings.Note: (i) There are no stock options and severance fees.

(ii) No Notice Period is specified for Director’s Resignation/Termination.

C. STAKEHOLDERS RELATIONSHIP COMMIITTEE:

The Stakeholders Relationship Committee accounts for the redressal of investors’ grievances and complaints concerningtransfer/ transmission of shares, non receipt of dividend/ Annual Report, duplicate share certificates and various othercomplaints. The Committee consists of three members all of whom are independent directors.

The Stakeholders Relationship Committee is headed by Mr. A. S. Kapre, an Independent Director. The other members ofthe Committee are Mr. M. B. Thaker and Mr. Anurag Saraf. The Committee endeavors and ensures that the complaintsreceived are settled within a reasonable time period to the satisfaction of the aggrieved investor/ shareholder.

The composition of the Committee is as under:-

Name of Director Position No. of Meetings held No. of meetings attended

Mr. A.S. Kapre, Chairman 1 1

Mr. Anurag Saraf Member 1 1

Mr. M.B. Thaker Member 1 1

Status of Investors’ complaints received and resolved during the year 2014-15 is as under:-

Investors complaints Resolved Not solved to the No. of pendingreceived satisfaction of complaints

Shareholders

3 3 Nil Nil

Mr. Amit G. Pandey, General Manager (Legal) & Company Secretary, acts as the Secretary to all the Committee mentionedabove and is also designated as the Compliance Officer of the Company.

D. MEETING OF INDEPENDENT DIRECTOR:

During the financial year ended 31st March, 2015, the Independent Directors met on 14th February, 2015, inter alia, to:• Review the performance of the non-independent directors and the Board as whole;• Review the performance of the Chairperson of the Company, taking into account the views of executive directors

and non-independent directors;• Assess the quality, quantity and timeliness of flow of information between the company management and the board

that is necessary for the Board to effectively and reasonably perform their duties.

Out of Four Independent Directors, Three director were present at the meeting.


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4. GENERAL BODY MEETINGS

The Annual General Meeting of the Company in the last three years has been held as under:-

AGM Venue Day, date & time Whether ResolutionHeld passed in the last AGM

Special ThroughResolution Postal Ballot

9th AGM 46 A&B, MIDC Industrial Estate, Monday, 24th September, 2012 Yes NoHingna Road, Nagpur-440 028 at 12.30 p.m.

10th AGM 46 A&B, MIDC Industrial Estate, Wednesday, 10th July, 2013 Yes NoHingna Road, Nagpur-440 028 at 12.30 p.m.

11th AGM 46 A&B, MIDC Industrial Estate, Thursday, 11th September, 2014 Yes NoHingna Road, Nagpur-440 028 at 2.30 p.m.

5. DISCLOSURESi) Related Party Transaction:

The Company has not entered into any transaction of material nature, with its Promoters, Directors or the Management,their Shareholders or Relatives etc., that may have potential conflict with the interest of the Company at large. Allrelated party transactions, if any, are negotiated on arms length basis and are intended to further the interest of theCompany.

ii) Compliance by the Company:The Company has complied with the requirement of the Stock Exchange, SEBI and other statutory authorities on allmatters in the last three years. There were no instances of non-compliance and no penalties or strictures have beenimposed on the Company by the Stock Exchange or SEBI or by any statutory authorities on any matter related tocapital markets or related thereto during the last three years.

iii) SEBI Code of Conduct:Pursuant to the requirement of SEBI [Prohibition of Insider Trading] Regulations, 1992 as amended, the Companyhas adopted a code of conduct for prevention of Insider Trading [The Code]. The code is applicable to all Directorsand such designated employees who are expected to have access to unpublished price sensitive information relatingto the Company as defined in the Code. Compliance required under the Code in respect to various intimations anddisclosures to be made both, internally and with stipulated authorities are strictly adhered to at all times. Mr. Amit G.Pandey, General Manager (Legal) & Company Secretary, has been appointed as the Compliance Officer for monitoringadherence to the Regulations.

iv) Whistle Blower Policy:The Company has adopted the Whistle Blower Policy. However, no instances of fraud or other irregularities havebeen observed, which need to be reported to the Board/Audit Committee.

v) The Company has complied with all the mandatory recommendation under Clause 49 of the Listing Agreement. TheCompany has not adopted the non-mandatory provisions of the said clause except formation of RemunerationCommittee.

vi) Constituents of “Group” as defined in erstwhile MRTP Act, 1969 for the purpose of erstwhile SEBI (SAST)Regulations, 1997.Person constituting group within the definition of “Group” as defined in the erstwhile Monopolies Restrictive TradePractices Act, 1969, for the purpose of regulation 3(I)(e) of the erstwhile Securities and Exchange Board of India(Substantial Acquisition of Shares and Takeover) Regulations, 1997, include the following:I Promoters:

1. Mrs. Mohinidevi Saraf2. Mrs. Bimladevi Saraf3. Mr. Narayandas Saraf4. Mr. R.K. Saraf5. Mr. Murlidhar Saraf

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II Relatives of above Five Promoters as defined under Companies Act, 1956

III Group/Associated Entities:1. Ferro Alloys Corporation Limited 30. Imagetec Ltd.2. Facor Alloys Limited 31. Globalscale Investments Ltd.3. Rai Bahadur Shree Ram And Company Pvt. Ltd. 32. Tusta Trading Company Inc.4. Shree Ram Durga Prasad Ores Pvt. Ltd. 33. UMT International Ltd.5. Saraf Bandhu Pvt. Ltd. 34. Cornell Corporation SA.6. Facor Power Ltd. 35. FACOR Employees Welfare Trust7. Facor Realty and Infrastructure Ltd. 36. FAL Employees Welfare Trust8. GDP Infrastructure Pvt. Ltd. 37. Best Minerals Ltd.9. Vidharba Iron & Steel Corpn. Ltd. 38. ARKA Resources Pvt. Ltd.10. Shreeram Shipping Services Pvt. Ltd. 39. YMR Enterprise Pvt. Ltd.11. Suchitra Investments and Leasing Ltd. 40. V& G Commercial Pvt. Ltd.12. Dass Papers Pvt. Ltd. 41. ARK Mercantile Private Ltd.13. Premier Commercial Corporation 42. Vanita Enterprises Private Ltd.14. Geedee Sales Services 43. NDS Minerals Private Ltd.15. Godawaridevi Saraf and Sons 44. Raghavendra Sarkar Ventures Pvt. Ltd.16. Facor Energy India Ltd. 45. Mezeron Enterprises Pvt. Ltd.17. Facor Electric Limited 46. Vakrangee Press Ltd.18. Facor Solar Limited 47. Pioneer Facor IT Infradevelopers Pvt. Ltd.19. FAL Power Ventures Pvt. Ltd. 48. Facor Energy Ltd.20. Deepee Sales Corporation 49. Facor Minerals Pte Ltd., Singapore21. Investar Ltd. 50. Facor Minerals (Netherlands) B.V.22. Super Vision Ltd. 51. Facor Turkkrom Mining (Netherlands) B. V.23. Precisetec Ltd. 52. Cati Mandencilik Ithalat Ve Ihracat Anonim Sirketi24. Teracota Consultancy Services Ltd. 53. Asim Minerals Pvt. Ltd.25. GDP Holdings Pvt. Ltd. 54. Trusta Resources S.L.26. DP Infrastructure Holdings Pvt. Ltd. 55. Boula Platinum Mining Pvt. Ltd.27. Aone Technet Pvt. Ltd. 56. SRX Global Pvt. Ltd.28. Bankey Bihari Footwears Pvt. Ltd. 57. Divyajyoti Builders Pvt. Ltd.29. Bitalnfosystem Pvt. Ltd. 58. Embark Infosystems Pvt. Ltd.

6. MEANS OF COMMUNICATIONSThe financial results, important announcements, declarations are communicated to the Shareholders by means ofadvertisements in leading national dailies. The quarterly results of the company are published in all India editions ofFinancial Express and Deshonatti local Marathi language newspaper in Nagpur where the registered office of the companyis situated.The Company also posts the vital information such as financial results, shareholding pattern, important information,declarations etc. on its website at www.facorsteel.com which is updated at regular intervals.The official news releases, as and when required, are being released to the Stock Exchange. Further, the same areposted at the website of the Company from time to time.

7. GENERAL SHAREHOLDERS INFORMATION

Date of AGM Time Venue

28th September, 2015 2.30 p.m. 46 A&B, MIDC Industrial Estate, Hingna Road,Nagpur-440 028 Maharashtra

Particulars of Directors proposed to be appointed / re-appointed in the forthcoming Annual General Meeting as requiredunder Clause 49 IV(G) (i) of the Listing Agreement:-


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Name of Date of Date of Experience in Qualifica- List of Other Public Chairman / Member of the No. ofDirector Birth Appointment specific tions Limited Companies committee of Board of shares

functional in which other Public Limited heldareas Directorship held Companies on which he

as on 31-3-2015 was a Director ason 31-3-2015

Mr. N. D. 9-08-1938 28-04-2006 Rich experience in 1st Year FACOR Power Ltd. Nil 1907465Saraf various aspects of B. Com Gannon Dunkerley &

business operations Co. Ltd.Mr. Anurag 17-5-1971 10-06-2006 Rich experience in B. E. Ferro Alloys Corpn. Ltd. Nil 11340279Saraf business Facor Alloys Ltd.

management Facor Power Ltd.Facor Realty &Infrastructure Ltd.Vidarbha Iron & SteelCorpn. Ltd.Facor Solar Ltd.

Mrs. (Dr.) 26-6-1933 30-03-2015 Over 39 years Ph.D Vidarbha Iron & Steel Nil NilChampaka experience (Zoology) Corpn. Ltd.Rangachari Corporate

Advertising andAdministration

Financial Year ending : 31st March, 2015Date of Book Closure: 22nd September, 2015 to 28th September, 2015 (both days inclusive)Dividend payment date: Not applicable since no dividend is recommended by the BoardListing Details:

Name of Stock Exchange Stock Code ISIN No.

Bombay Stock Exchange Ltd. 532657 INE829G01011

Market Price Data:

Month Bombay Stock Exchange BSE Sensex

(Rupees)

High Low High Low

April’2014 0.77 0.54 22939.31 22197.51

May’2014 0.79 0.52 25375.63 22277.04

June’2014 1.14 0.70 25735.87 24270.20

July’2014 1.05 0.73 26300.17 24892.00

August’2014 0.77 0.63 26674.38 25232.82

September’2014 0.99 0.64 27354.99 26220.49

October’2014 0.79 0.66 27894.32 25910.77

November’2014 0.85 0.60 28822.37 27739.56

December’2014 0.88 0.58 28809.64 26469.42

January’2015 0.82 0.53 29844.16 26776.12

February’2015 0.73 0.50 29522.86 28044.49

March’2015 0.70 0.40 30024.74 27248.45

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Registrar & Transfer Agents (RTA) : Link Intime India Pvt. Limited.C-13, Pannalal Silk Mills Compound, LBS Road,Bhandup (W), Mumbai – 400 078

Share Transfer System : Transfer of shares in physical form are normally processed within aperiod of 15 days from the date of lodgment with the approval of theShare Transfer Committee of the Board of Directors subject to thedocuments being valid and complete in all respects.

Distribution of Shareholding as on 31st March:

2014 – 2015 2013 – 2014

No. of equity No. of No. of % of issued No. of No. of % of issuedshares held shareholders shares held equity share shareholders shares held equity share

capital capital

Upto 500 39927 3681293 1.78 41026 3904880 1.89

501 to 1000 5429 5102334 2.47 5762 5406083 2.62

1001 to 2000 2974 5116130 2.48 3097 5335569 2.58

2001 to 3000 1177 3197941 1.55 1242 3372796 1.63

3001 to 4000 536 2003077 0.97 548 2045763 0.99

4001 to 5000 846 4148890 2.01 879 4310716 2.09

5001 to 10000 988 7800831 3.78 1011 7976553 3.86

10001 to above 986 175473183 84.96 949 174171319 84.34

Total 52863 206523679 100.00 54514 206523679 100.00

Dematerialization of shares and liquidity as on 31st March:

2014 – 2015 2013 – 2014

No. of equity No. of No. of % of issued No. of No. of % of issuedshares held shareholders shares held equity share shareholders shares held equity share

capital capital

Physical Mode 21788 370005 0.18 21925 372805 0.18

Electronic Mode 31075 206153674 99.82 32589 206150874 99.82

Total: 52863 206523679 100.00 54514 206523679 100.00

Shareholding pattern as on 31st March:

Category 2014 – 2015 2013 – 2014

No. of Percentage No. of Percentage ofshares held of Shares held shares held Shares held

Promoters, their relatives, associates etc. andpersons acting in concert. 136677098 66.18 136677098 66.18

Financial Institutions/Banks 19438 0.01 19438 0.01

State Government Company/StateFinancial Corporation 0 0 0 0

Mutual Funds/ UTI 2869 0 2869 0

Insurance Companies 4110 0 4110 0

Bodies Corporate 5404127 2.62 5508063 2.67

Others 64416037 31.19 64312101 31.14

Total: 206523679 100.00 206523679 100.00


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The Company has not issued any GDRs /ADRs / Warrants. None of the instruments issued by the Company is pendingfor conversion into equity shares.

Plant Locations:

The mini steel plant of the company is located at 46 A&B, MIDC Industrial Estate, Hingna Road, Nagpur – 440028(Maharashtra) Telephone No.: 07104–235701–08, Fax No.

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